UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41355

Sharps Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada

82-3751728

State or other jurisdiction

of incorporation or organization

(I.R.S. Employer

Identification No.)

105 Maxess Road, Melville, New York 11747

(Address of principal executive offices) (Zip Code)

(631) 574 -4436

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	STSS	NASDAQ Capital Market
Common Stock Purchase Warrants	STSSW	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2025, 1,023,214 shares of the registrant’s common stock, par value $0.0001per share, were issued and outstanding.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statement of Comprehensive Income (Loss)	F-3
	Condensed Consolidated Statements of Stockholders’ Equity	F-4
	Condensed Consolidated Statements of Cash Flows	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	10
PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	11
ITEM 1A.	RISK FACTORS	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 6.	EXHIBITS	12
SIGNATURES		13

Item 1. Financial Statements:

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
		(Unaudited)			(Audited)
Assets:
Current Assets
Cash	$	8,322,192		$	864,041
Account Receivable – trade, net		136,080			-
Tax Receivable - VAT		303,343			102,493
Escrow Deposit (Note 7)		-			250,000
Prepaid expenses and other current assets		101,524			89,735
Inventories, net (Note 3)		1,631,794			1,867,671
Current Assets		10,494,933			3,173,940

Fixed Assets, net of accumulated depreciation (Notes 4 and 5)		4,423,256			4,035,110
Other Assets, including deposits on fixed assets (Notes 5 and 6)		2,167,008			104,698
TOTAL ASSETS	$	17,085,197		$	7,313,748

Liabilities:
Current Liabilities
Accounts payable	$	802,156		$	976,548
Accrued expenses and other		298,523			346,536
Notes Payable, net of discount (Note 7)		-			3,763,622
Warrant liability (Notes 8 and 10)		1,312,848			98,913
Total Current Liabilities		2,413,527			5,185,619

Deferred Tax Liability (Note 12)		132,000			132,000
Total Liabilities		2,545,527			5,317,619

Commitments and Contingencies (Note 15)		-			-

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding (2024: 0)		-			-
Common stock, $0.0001 par value; 1,666,667 shares authorized; 1,023,214, shares issued and outstanding (2024: 6,827)		101			1

Additional paid-in capital		42,623,842			36,418,041
Accumulated other comprehensive income		872,792			23,293
Accumulated deficit		(28,957,065	)		(34,445,206	)
Total Stockholders’ Equity		14,539,670			1,996,129
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	17,085,197		$	7,313,748

The accompanying notes are an integral part of these financial statements.

F-1

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30

(UNAUDITED)

	2025			2024			2025			2024
	THREE MONTHS ENDED JUNE 30,						SIX MONTH ENDED JUNE 30,
	2025			2024			2025			2024

Revenue, net	$	222,722		$	-		$	222,722		$	-
Cost of goods manufactured		524,663			-			524,663			-
Cost of goods – inventory reserve		730,086			-			730,086			-
Total cost of goods manufactured		1,254,749			-			1,254,749			-
Gross Margin (Loss)		(1,032,027	)		-			(1,032,027	)		-

Operating expenses:
Research and development		61,455			180,297			143,471			377,736
Selling, General and administrative		1,912,900			1,740,803			3,852,653			3,387,416
Total operating expenses		1,974,355			1,921,100			3,996,124			3,765,152
Loss from Operations		(3,006,382	)		(1,921,100	)		(5,028,151	)		(3,765,152	)

Other income (expense)
Interest income (expense)		96,953			5,288			(530,038	)		24,312
FMV adjustment on warrants		6,468,811			822,130			11,087,700			1,672,187
Other (expense) (see Note 15)		-			(1,000,000	)		-			(1,000,000	)
Foreign currency		(75	)		(8,645	)		(41,370	)		(16,060	)
Total Other income (expense)		6,565,689			(181,227	)		10,516,292			680,439
Net Income (loss) Before Provision for Taxes	$	3,559,307		$	(2,102,327	)	$	5,488,141		$	(3,084,713	)
Deferred Tax Benefit		-			-			-			-
Net Income (loss)		3,559,307			(2,102,327	)		5,488,141			(3,084,713	)
Net income (loss) per share, basic and diluted	$	3.58		$	(643.64	)	$	10.45		$	(1,012.71	)
Weighted average shares used to compute net income (loss) per share, basic and diluted		995,212			3,266			525,185			3,046

The accompanying notes are an integral part of these financial statements.

F-2

SHARPS TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30

(UNAUDITED)

	2025		2024			2025		2024
	THREE MONTHS ENDED JUNE 30,					SIX MONTH ENDED JUNE 30,
	2025		2024			2025		2024
Net Income (loss)	$	3,559,307	$	(2,102,327	)	$	5,488,141	$	(3,084,713	)

Other comprehensive income:

SEC Form 10-Q filed by Sharps Technology Inc.